Live Oak Bancshares (LOB) CXO awarded 6,586 RSUs, withholds 709 shares

Rhea-AI Filing Summary

Live Oak Bancshares Chief Experience Officer Spencer Courtney reported equity compensation activity. On February 9, 2026, Courtney received a grant of 6,586 restricted stock units, each representing one share of voting common stock, vesting in five equal annual installments beginning February 9, 2027, subject to continued service.

On February 10, 2026, 1,425 RSUs were exercised and converted into 1,425 shares of voting common stock at a stated price of $0, increasing Courtney’s directly held common stock to 26,585 shares before tax withholding. On the same date, 709 shares of voting common stock were disposed of at $41.04 per share to satisfy tax withholding, leaving 25,876 shares of voting common stock held directly and 153.7958 shares held indirectly by a spouse.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spencer Courtney

(Last) (First) (Middle)

1741 TIBURON DRIVE

(Street)

WILMINGTON NC 28403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Live Oak Bancshares, Inc. [ LOB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Experience Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	02/10/2026		M		1,425	A	(1)	26,585	D
Voting Common Stock	02/10/2026		F		709	D	$41.04	25,876	D
Voting Common Stock								153.7958	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/09/2026		A		6,586		(2)	(2)	Voting Common Stock	6,586	$0	6,586	D
Restricted Stock Units	(1)	02/10/2026		M			1,425	(3)	(3)	Voting Common Stock	1,425	$0	5,701	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	3,160		3,160	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	2,000		2,000	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	8,535		8,535	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	8,512		8,512	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.

2. The RSUs vest in five equal annual installments beginning on February 9, 2027, subject to the reporting person's continuous service to the Company or a related entity on such date.

3. The RSUs vest in five annual installments beginning on February 10, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

4. The RSUs vest in five equal annual installments beginning on February 14, 2023, subject to the reporting person's continuous service to the Company or a related entity on such date.

5. 2,000 of the RSUs will vest on each of February 22, 2023, 2024, 2025, and 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

6. The RSUs vest in five annual installments beginning on February 13, 2024, subject to the reporting person's continuous service to the Company or a related entity on such date.

7. The RSUs vest in five annual installments beginning on February 12, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.

Remarks:

	/s/ Jonathan A. Greene, By Power of Attorney	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity award did Live Oak Bancshares (LOB) grant to its Chief Experience Officer?

Live Oak Bancshares granted Spencer Courtney 6,586 restricted stock units. Each RSU represents one share of voting common stock and vests in five equal annual installments starting February 9, 2027, contingent on his continued service with the company or a related entity.

What transactions did Spencer Courtney report in Live Oak Bancshares (LOB) stock on February 10, 2026?

On February 10, 2026, 1,425 restricted stock units were exercised and converted into 1,425 shares of voting common stock at a stated price of $0. On the same day, 709 shares were disposed of at $41.04 per share to cover related tax withholding obligations.

How many Live Oak Bancshares (LOB) shares does Spencer Courtney own after these transactions?

Following the reported transactions, Spencer Courtney directly owns 25,876 shares of Live Oak Bancshares voting common stock. In addition, 153.7958 shares of voting common stock are reported as indirectly owned through his spouse, as disclosed in the ownership table.

How do the newly granted RSUs for Live Oak Bancshares (LOB) vest over time?

The 6,586 restricted stock units granted to Spencer Courtney vest in five equal annual installments. Vesting begins on February 9, 2027, and each installment is contingent on his continuous service to Live Oak Bancshares or a related entity on the applicable vesting dates.

Was the share disposition by Spencer Courtney in Live Oak Bancshares (LOB) an open-market sale?

The filing classifies the 709-share disposition under transaction code F, indicating shares were delivered to satisfy tax withholding. This reflects a tax-withholding disposition rather than an open-market sale initiated for portfolio or investment purposes.

What is the relationship of Spencer Courtney to Live Oak Bancshares (LOB)?

Spencer Courtney is identified as an officer of Live Oak Bancshares, serving as Chief Experience Officer. The Form 4 indicates he is not a director and not a 10% owner, and the transactions reported relate to his equity-based compensation and associated tax withholding.